Legalize / United Kingdom / Public General Act

Postal Services Act 2011

Type Public General Act

Publication 2011-06-13

Last updated 2024-04-01

State In force

Department Statute Law Database

Source legislation.gov.uk

articles Not indexed

Reform history JSON API

(b) such proportion of the expenses of the Secretary of State relating to the conferring of functions on Citizens Advice, Citizens Advice Scotland and the General Consumer Council for Northern Ireland by the Public Bodies (Abolition of the National Consumer Council and Transfer of the Office of Fair Trading’s Functions in relation to Estate Agents etc) Order 2014 (S.I. 2014/…) as the Secretary of State considers reasonable having regard to the functions exercisable by any of those bodies in relation to users of postal services, and

(c) such proportion of the expenses of the Secretary of State relating to a transfer scheme made in respect of the National Consumer Council under section 23 of the Public Bodies Act 2011 as the Secretary of State considers reasonable having regard to the functions exercised by the National Consumer Council in relation to users of postal services.

(4A) A qualifying public consumer advice scheme is a scheme that is supported by Citizens Advice ... in a manner that the Competition and Markets Authority is prohibited from using by section 8A of the Enterprise Act 2002.

(5) In imposing a consumer protection condition, OFCOM must (so far as they consider appropriate) secure that—

(a) the procedures for the handling of complaints and the resolution of disputes are easy to use, transparent and effective and otherwise facilitate the settling of disputes fairly and promptly,

(b) users have the right to use those procedures free of charge, and

(c) if a postal operator contravenes a consumer protection condition, the operator follows such procedures as may be required by the condition.

(6) The Secretary of State may direct OFCOM to include provision within subsection (2)(c) , (ca) or (d) in consumer protection conditions.

(7) In this section and section 52 any reference, in relation to postal operators, to users of their services is to users of any of the postal services provided by the operators.

(8) In this section —

“specified” means means specified in the consumer protection condition.

Provision that may be made by consumer protection conditions

52

(1) A consumer protection condition may require postal operators to be members of an approved redress scheme.

(2) A “redress scheme” is a scheme under which complaints about postal operators by users of their services may be made to, and investigated and determined by, a person who is independent of postal operators and OFCOM.

(3) A redress scheme is “approved” if it is approved by OFCOM in accordance with Schedule 5.

(4) For the purposes of the law relating to defamation, proceedings under an approved redress scheme are to be treated in the same way as proceedings before a court.

(5) A consumer protection condition may require postal operators—

(a) to provide information to OFCOM with respect to the levels of compliance with the standards for the handling of complaints, and

(b) to publish information about the number of complaints made about them (whether under an approved redress scheme or otherwise) and the way in which the complaints have been dealt with.

(6) Requirements may be contained in the condition as to the times at which, and the manner in which, any information is to be published as a result of subsection (5)(b).

(7) A consumer protection condition imposed on a universal service provider must include a requirement within subsection (5)(b).

General provisions

Imposition, modification or revocation of regulatory conditions

53

Schedule 6 contains general provision about the imposition of regulatory conditions and their modification or revocation.

Enforcement of regulatory requirements

54

Schedule 7 makes provision for the enforcement of regulatory requirements imposed by OFCOM in carrying out their functions in relation to postal services.

Information

55

(1) Schedule 8 makes provision about the provision of information to OFCOM for the purpose of carrying out their functions in relation to postal services or for related purposes.

(2) In that Schedule—

(a) Part 1 makes provision authorising OFCOM to require information to be provided to them,

(b) Part 2 makes provision for the enforcement of those requirements ..., and

(3) Nothing in Schedule 7 to the Postal Services Act 2000 (disclosure of information) prevents the Postal Services Commission from disclosing information to OFCOM for the purposes of OFCOM's functions in relation to postal services.

General restriction on disclosure of information

56

(1) Information that—

(a) is obtained as a result of this Part, and

(b) relates to the affairs of an individual or to a particular business,

must not be disclosed during the lifetime of the individual or so long as the business is carried on, except as provided by this section.

(2) Disclosure is permitted—

(a) with the consent of the individual or the person for the time being carrying on the business,

(b) for the purpose of facilitating the carrying out by OFCOM of any of their functions,

(c) for the purpose of facilitating the carrying out by the Secretary of State, the Treasury or the Competition and Markets Authority of any of their functions under this Act,

(d) for the purpose of facilitating the carrying out by a prescribed body or other person of any functions under a prescribed enactment,

(e) in connection with the investigation of any criminal offence or for the purposes of any criminal proceedings,

(f) for the purposes of any civil proceedings brought as a result of this Part or any prescribed enactment,

(g) in pursuance of an assimilated obligation, or

(h) in any other prescribed circumstances or for any other prescribed purpose.

(3) In subsection (2) “prescribed” means prescribed by an order of the Secretary of State.

(4) An order under subsection (3) is subject to affirmative resolution procedure.

(5) This section does not apply to information that has been made available to the public by being disclosed in circumstances in which, or for a purpose for which, disclosure is not precluded by this section.

(6) This section also does not apply to information that is subject to the disclosure regime in Part 9 of the Enterprise Act 2002 as a result of—

(a) section 393(8) of the Communications Act 2003 (information obtained by OFCOM in exercise of competition functions), or

(b) section 29(3) of the Consumers, Estate Agents and Redress Act 2007 (information obtained by Citizens Advice etc).

(6A) Nothing in this section prevents the disclosure of information under section 24A or 24B of the Communications Act 2003.

(7) A person who discloses information in contravention of this section commits an offence.

(8) A person guilty of an offence under this section is liable—

(a) on summary conviction, to a fine not exceeding the statutory maximum, or

(b) on conviction on indictment, to a fine or imprisonment for a term not exceeding two years or both.

Appeals

Decisions by OFCOM to impose regulatory conditions, penalties etc

57

(1) For the purposes of this section a “qualifying decision” means—

(a) a decision to impose or modify a regulatory condition,

(b) a decision to give, modify or withdraw a direction, consent or approval that falls within paragraph 2 of Schedule 6,

(d) a decision to give or modify a direction under section 89A or 116(2A) of the Postal Services Act 2000 (schemes as to terms and conditions for provision of postal services, and the Postcode Address File), or

(e) a decision to give a direction under section 25(5) of the Consumers, Estate Agents and Redress Act 2007 (enforcement of requirements to give information to the Citizens Advice etc).

(2) A person affected by a qualifying decision may appeal against it to the Competition Appeal Tribunal (“the CAT”).

(3) The means of making an appeal is by sending the CAT a notice of appeal in accordance with rules made under section 15 of the Enterprise Act 2002.

(4) The notice of appeal must be sent within the period specified, in relation to the decision appealed against, in those rules.

(5) In determining an appeal under this section the CAT must apply the same principles as would be applied by a court on an application for judicial review.

(6) The CAT must either—

(a) dismiss the appeal, or

(b) quash the whole or part of the qualifying decision to which the appeal relates.

(7) If the CAT quashes the whole or part of a qualifying decision, it may refer the matter back to the person who made the decision with a direction to reconsider and make a new decision in accordance with its ruling.

(8) The CAT may not direct the person who made the decision to take any action that the person would not otherwise have the power to take in relation to the decision.

(9) Except in the case of a decision to impose a penalty, or give or modify a direction, under Schedule 4, 7 or 8, the effect of a qualifying decision is not suspended by the making of an appeal against the decision under this section.

Appeals from the CAT

58

(1) An appeal lies to the appropriate court on any point of law arising from a decision of the CAT under section 57.

(2) An appeal under this section may be brought by—

(a) a party to the proceedings before the CAT, or

(b) any other person who has a sufficient interest in the matter.

(3) An appeal under this section requires the permission of the CAT or the appropriate court.

(4) In this section “the appropriate court” means—

(a) in relation to England and Wales and Northern Ireland, the Court of Appeal, and

(b) in relation to Scotland, the Court of Session.

Price control decisions

59

(1) A person affected by a price control decision may appeal against it by sending a notice of appeal to OFCOM within the period of two months beginning with the day on which the decision is published.

(2) The notice of appeal must set out the grounds of appeal in sufficient detail to indicate the error (or errors) which the appellant contends OFCOM made.

(3) OFCOM must refer any appeal made in accordance with this section (and with rules made under section 60) to the Competition and Markets Authority (“the CMA”) as soon as reasonably practicable after it is made.

(4) The making of an appeal against a decision does not suspend the effect of the decision.

(5) The CMA must determine an appeal before the end of—

(a) the period of 4 months beginning with the day on which OFCOM refer the appeal to it, or

(b) if the decision appealed against is not an initial price control decision and the CMA considers that the circumstances of the case are exceptional, the period of 6 months beginning with that day.

If paragraph (b) applies, the CMA must, before the end of the period mentioned in paragraph (a), publish its reasons for considering that the circumstances of the case are exceptional.

(6) On determining the appeal, the CMA must—

(a) dismiss the appeal,

(b) allow the appeal and make its own decision on the subject matter of the appeal, or

(7) The CMA may allow the appeal, or quash the whole or part of the price control decision to which the appeal relates, only if it considers that OFCOM made a material error.

(8) If the CMA quashes the whole or part of a price control decision, it may refer the matter back to OFCOM with a direction to reconsider and make a new decision in accordance with its ruling.

(9) The CMA may not direct OFCOM to take any action that they would not otherwise have the power to take in relation to the decision.

(10) OFCOM must give effect to any decision of the CMA under subsection (6)(b) as soon as is reasonably practicable after it is made.

(11) The CMA may investigate any matter or do any other thing for the purpose of making a decision under subsection (6)(b) or (c).

(12) Any decision made by the CMA under subsection (6) other than one relating to an initial price control decision is a qualifying decision for the purposes of section 57.

(12A) The CMA's functions with respect to an appeal under this section are to be carried out on its behalf by a group constituted for the purpose by the chair of the CMA under Schedule 4 to the Enterprise and Regulatory Reform Act 2013

(13) In this section—

a “price control decision” means—a decision of OFCOM as to the tariffs that are to be used as mentioned in section 36(4) (designated USP condition: tariffs), ora decision of OFCOM (other than under Part 2 of Schedule 3) as to prices that may be charged for the giving of access under an access condition, and

an “initial price control decision” means—the first decision of OFCOM within paragraph (a) of the definition of “price control decision”, orthe first decision of OFCOM within paragraph (b) of that definition.

Section 59: supplementary

60

(1) The CMA may make rules about the making, conduct and disposal of appeals under section 59.

(2) The rules may, in particular, impose time limits or other restrictions on—

(a) the taking of evidence at an oral hearing, or

(b) the making of representations or observations at an oral hearing.

(3) The rules may make different provision for different cases.

(4) The CMA must publish the rules in such manner as it considers appropriate for the purpose of bringing them to the attention of those likely to be affected by them.

(5) Before making the rules, the CMA must consult such persons as it considers appropriate.

(6) The Secretary of State may by order—

(a) apply any of sections 109 to 117 of the Enterprise Act 2002 (investigation powers of the CMA), with or without modifications, in relation to appeals made under section 59, and

(b) make provision for and in connection with the extension of the period within which appeals must be determined in cases where requirements imposed under section 109 of that Act (as applied) have not been complied with.

(7) An order under subsection (6) applying an enactment under which a criminal or civil penalty could be imposed may not provide for the penalty to be greater than that which could be imposed under the enactment.

(8) An order under subsection (6) is subject to negative resolution procedure.

Supplementary and consequential provisions

61

(1) The Secretary of State may from time to time give guidance about the making by OFCOM, in the carrying out of their functions in relation to postal services, of a contribution towards the attainment of any social or environmental policies set out or referred to in the guidance.

(2) OFCOM must, when carrying out their functions in relation to postal services, have regard to any guidance given under subsection (1).

(3) Before giving any such guidance, the Secretary of State must consult—

(a) OFCOM,

(b) Citizens Advice,

(ba) Consumer Scotland,

(bb) if the guidance relates to Northern Ireland, the General Consumer Council for Northern Ireland, and

(3A) The Secretary of State is not required to consult Citizens Advice or Consumer Scotland if the draft guidance relates only to Northern Ireland.

(4) A draft of any guidance proposed to be given under subsection (1) must be laid before Parliament.

(5) Guidance may not be given under subsection (1) until after the end of the period of 40 days beginning with the day on which the draft is laid before Parliament.

(6) In calculating that 40 day period, no account is to be taken of any time during which—

(a) Parliament is dissolved or prorogued, or

(b) both Houses of Parliament are adjourned for more than four days.

(7) If, before the end of that 40 day period, either House of Parliament resolves that the guidance should not be given, the Secretary of State must not give it.

(8) The Secretary of State must publish any guidance given under subsection (1) in such way as the Secretary of State considers appropriate.

UK postage stamps bearing image of Her Majesty

62

(1) The Secretary of State may give a direction to a universal service provider requiring the provider to do either or both of the following—

(a) to issue United Kingdom postage stamps bearing the image of Her Majesty (“relevant stamps”) in cases specified in the direction, and

(b) to comply with provision specified in the direction in relation to any relevant stamps that the provider is required or proposes to issue.

(2) A direction under subsection (1)(b) must include provision for relevant stamps not to be issued without the approval of Her Majesty.

(3) The provision that may be contained in a direction under subsection (1)(b) includes—

(a) provision in relation to the design or subject-matter of relevant stamps (including the frequency of designs in any period specified in the direction), and

(b) provision conferring functions on persons (or a committee of persons).

(4) A person to whom a direction has been given has a duty to comply with it.

(5) That duty is enforceable in civil proceedings by the Secretary of State—

(a) for an injunction,

(b) for specific performance of a statutory duty under section 45 of the Court of Session Act 1988, or

Orders, schemes and regulations made by OFCOM

63

Section 403 of the Communications Act 2003 (regulations and orders made by OFCOM) applies to any power of OFCOM under this Part to make an order, a scheme or regulations.

Abolition of Postal Services Commission etc

64

(1) The Postal Services Commission is abolished.

(2) In section 30 of, and Schedule 2 to, the Communications Act 2003 (transfers of property etc from pre-commencement regulators), each reference to a pre-commencement regulator includes the Postal Services Commission.

(3) The following provisions apply in relation to a transfer scheme made by virtue of subsection (2).

(4) The Transfer of Undertakings (Protection of Employment) Regulations 2006 apply to a transfer, by virtue of a transfer scheme, of rights and liabilities under a contract of employment (whether or not the transfer would otherwise be a relevant transfer for the purposes of those regulations).

(5) Where an employee of the Postal Services Commission becomes an employee of OFCOM by virtue of a transfer scheme—

(a) a period of employment with that Commission is to be treated as a period of employment with OFCOM, and

(b) the transfer to OFCOM is not to be treated as a break in service.

(6) The transfer of functions, property, rights or liabilities from the Postal Services Commission to OFCOM under or by virtue of this Act is not to be treated as a merger for accounting purposes.

Interpretation of Part 3 etc

65

(1) In this Part—

“access condition” means a USP access condition or a general access condition,

“access point” has the meaning given by section 29(11),

“Citizens Advice” means the National Association of Citizens Advice Bureaux,

“Citizens Advice Scotland” means the Scottish Association of Citizens Advice Bureaux;

“consumer protection condition” has the meaning given by section 51,

“contravention” has the meaning given by subsection (4)(a),

“designated USP condition” has the meaning given by section 36,

“essential condition” has the meaning given by section 49,

“general access condition” has the meaning given by section 50,

“general universal service condition” has the meaning given by section 42,

“letter”—means any communication in written form on any kind of physical medium to be conveyed to the person or address indicated on the item itself or on its wrapping (excluding any book, catalogue, newspaper or periodical), andincludes a postal packet containing any communication within paragraph (a),

“notification condition” has the meaning given by section 41,

“postal operator” has the meaning given by section 27,

“postal packet” has the meaning given by section 27,

“postal services” has the meaning given by section 27,

“regulatory condition” has the meaning given by section 28,

“universal postal service order” has the meaning given by section 30,

“universal service obligations” has the meaning given by section 36(8),

“universal service provider” means any postal operator for the time being designated under section 35,

“user”, in relation to a postal service, includes—addressees, andpotential users,

“USP access condition” has the meaning given by section 38, and

“USP accounting condition” has the meaning given by section 39.

(2) In this Part—

(a) references to the provision of a universal postal service are to be read in accordance with sections 30 to 33, and

(b) references to the provision of a service within the scope of the universal postal service are to be read in accordance with section 40.

(3) In the case of a universal service provider who—

(a) provides part of a universal postal service, or

(b) provides a universal postal service, or part of a universal postal service, in a specified area of the United Kingdom,

references in this Part to the provision of a universal postal service are to the provision of that part or to the provision of a universal postal service, or part of a universal postal service, in that area.

(4) For the purposes of this Part—

(a) “contravention” includes a failure to comply (and related expressions are to be read accordingly),

(b) where there is a contravention of an obligation that requires a person to do anything within a particular period or before a particular time, the contravention is to be taken to continue after the end of that period, or after that time, until that thing is done,

(i) by way of compensation for loss or damage suffered by the person, or

(ii) in respect of annoyance, inconvenience or anxiety to which the person has been put, and

(d) in determining whether a contravention is a repeated contravention for any purposes, a notification of a contravention under any provision is to be ignored if it has been withdrawn before the imposition of a penalty in respect of the matters notified.

(5) Any direction given by the Secretary of State under any provision of this Part—

(a) must be in writing, and

(b) may be varied or revoked by a further direction.

(6) Nothing in any provision of this Part that authorises the inclusion of any particular kind of provision in any regulatory condition or direction is to be read as restricting the generality of the provision that may be included in the condition or direction.

(7) Any power under this Part to provide for the manner in which anything is to be done includes power to provide for the form in which it is to be done.

(8) Any reference in this Part to OFCOM's functions under an enactment includes their power to do anything which appears to them to be incidental or conducive to the carrying out of their functions under that enactment.

Transitional provisions for Part 3

66

Schedule 9 makes transitional provision in connection with the coming into force of this Part and provides for OFCOM to carry out certain functions before the provisions of this Part come into force generally.

Review of Part 3

67

(1) As soon as reasonably practicable after the end of the review period, the Secretary of State must—

(a) carry out a review of the provisions of this Part, and

(b) set out the conclusions of the review in a report.

(2) The report must, in particular—

(a) set out the objectives intended to be achieved by the regulatory system established by those provisions,

(b) assess the extent to which those objectives have been achieved, and

(c) assess whether those objectives remain appropriate and, if so, the extent to which they could be achieved with a system that imposed less regulation.

(3) The review period is the period of 5 years beginning with the day on which the provisions of this Part come generally into force.

(4) The Secretary of State must lay the report before Parliament.

Part 4 — Special administration regime

Postal administration orders

68

(1) In this Part “postal administration order” means an order which—

(a) is made by the court in relation to a company which is a universal service provider, and

(b) directs that, while the order is in force, the company's affairs, business and property are to be managed by a person appointed by the court.

(2) The person appointed in relation to a company for the purposes of a postal administration order is referred to in this Part as the postal administrator of the company.

(3) The postal administrator of a company must—

(a) manage the company's affairs, business and property, and

(b) exercise and perform all the powers and duties conferred or imposed on the postal administrator of the company,

so as to achieve the objective set out in section 69.

(4) In relation to a postal administration order applying to a foreign company, references in this section to the company's affairs, business and property are references to its UK affairs, business and property.

Objective of a postal administration

69

(1) The objective of a postal administration is to secure—

(a) that a universal postal service is provided in accordance with the standards set out in the universal postal service order, and

(b) that it becomes unnecessary, by one or both of the following means, for the postal administration order to remain in force for that purpose.

(2) Those means are—

(a) the rescue as a going concern of the company subject to the order, and

(b) relevant transfers.

(3) A transfer is a “relevant” transfer if it is a transfer as a going concern—

(a) to another company, or

(b) as respects different parts of the undertaking of the company subject to the order, to two or more different companies,

of so much of that undertaking as it is appropriate to transfer for the purpose of achieving the objective of the postal administration.

(4) The means by which relevant transfers may be effected include, in particular—

(a) a transfer of the undertaking of the company subject to the order, or of a part of its undertaking, to a wholly-owned subsidiary of that company, and

(b) a transfer to a company of securities of a wholly-owned subsidiary to which there has been a transfer within paragraph (a).

In this subsection “wholly-owned subsidiary” has the meaning given by section 1159 of the Companies Act 2006.

(5) The objective of a postal administration may be achieved by relevant transfers to the extent only that—

(a) the rescue as a going concern of the company is not reasonably practicable or is not reasonably practicable without the transfers,

(b) the rescue of the company as a going concern will not achieve the objective of the postal administration or will not do so without the transfers,

(c) the transfers would produce a result for the company's creditors as a whole that is better than the result that would be produced without them, or

(d) the transfers would, without prejudicing the interests of the company's creditors as a whole, produce a result for the company's members as a whole that is better than the result that would be produced without them.

Applications for postal administration orders

70

(1) An application for a postal administration order in relation to a company may be made only—

(a) by the Secretary of State, or

(b) with the consent of the Secretary of State, by OFCOM.

(2) The applicant for a postal administration order in relation to a company must give notice of the application to—

(a) every person who has appointed an administrative receiver of the company,

(b) every person who is or may be entitled to appoint an administrative receiver of the company,

(c) every person who is or may be entitled to make an appointment in relation to the company under paragraph 14 of Schedule B1 to the 1986 Act (appointment of administrators by holders of floating charges), and

(d) such other persons as may be prescribed by postal administration rules.

(3) The notice must be given as soon as reasonably practicable after the making of the application.

(4) In this section “administrative receiver” means—

(a) an administrative receiver within the meaning given by section 251 of the 1986 Act for the purposes of Parts 1 to 7 of that Act, or

(b) a person whose functions in relation to a foreign company are equivalent to those of an administrative receiver and relate only to its UK affairs, business and property.

Powers of court

71

(1) On hearing an application for a postal administration order, the court has the following powers—

(a) it may make the order,

(b) it may dismiss the application,

(d) it may make an interim order,

(e) it may treat the application as a winding-up petition and make any order the court could make under section 125 of the 1986 Act (power of court on hearing winding-up petition), and

(f) it may make any other order which it thinks appropriate.

(2) The court may make a postal administration order in relation to a company only if it is satisfied—

(a) that the company is unable, or is likely to be unable, to pay its debts, or

(b) that, on a petition by the Secretary of State under section 124A of the 1986 Act, it would be just and equitable (disregarding the objective of the postal administration) to wind up the company in the public interest.

(3) The court may not make a postal administration order on the ground set out in subsection (2)(b) unless the Secretary of State has certified to the court that the case is one in which the Secretary of State considers (disregarding the objective of the postal administration) that it would be appropriate to petition under section 124A of the 1986 Act.

(4) The court has no power to make a postal administration order in relation to a company which—

(a) is in administration under Schedule B1 to the 1986 Act, or

(b) has gone into liquidation (within the meaning of section 247(2) of the 1986 Act).

(5) A postal administration order comes into force—

(a) at the time appointed by the court, or

(b) if no time is appointed by the court, when the order is made.

(6) An interim order under subsection (1)(d) may, in particular—

(a) restrict the exercise of a power of the company or of its directors, or

(b) make provision conferring a discretion on a person qualified to act as an insolvency practitioner in relation to the company.

(7) In the case of a foreign company, subsection (6)(a) is to be read as a reference to restricting the exercise of a power of the company or of its directors—

(a) within the United Kingdom, or

(b) in relation to the company's UK affairs, business or property.

(8) For the purposes of this section a company is unable to pay its debts if—

(a) it is a company which is deemed to be unable to pay its debts under section 123 of the 1986 Act, or

(b) it is an unregistered company which is deemed, as a result of any of sections 222 to 224 of the 1986 Act, to be so unable for the purposes of section 221 of the 1986 Act, or which would be so deemed if it were an unregistered company for the purposes of those sections.

Postal administrators

72

(1) The postal administrator of a company—

(a) is an officer of the court, and

(b) in exercising and performing powers and duties in relation to the company, is the company's agent.

(2) The management by the postal administrator of a company of any of its affairs, business or property must be carried out for the purpose of achieving the objective of the postal administration as quickly and as efficiently as is reasonably practicable.

(3) The postal administrator of a company must exercise and perform powers and duties in the way which, so far as it is consistent with the objective of the postal administration to do so, best protects—

(a) the interests of the company's creditors as a whole, and

(b) subject to those interests, the interests of the company's members as a whole.

(4) A person is not to be the postal administrator of a company unless qualified to act as an insolvency practitioner in relation to the company.

(5) If the court appoints two or more persons as the postal administrator of a company, the appointment must set out—

(a) which (if any) of the powers and duties of a postal administrator are to be exercisable or performed only by the appointees acting jointly,

(b) the circumstances (if any) in which powers and duties of a postal administrator are to be exercisable, or may be performed, by one of the appointees, or by particular appointees, acting alone, and

(c) the circumstances (if any) in which things done in relation to one of the appointees, or in relation to particular appointees, are to be treated as done in relation to all of them.

Conduct of administration, transfer schemes etc

73

(1) Schedule 10 contains provision applying the provisions of Schedule B1 to the 1986 Act, and certain other enactments, to postal administration orders.

(2) Schedule 11 contains provision for transfer schemes to achieve the objective of a postal administration.

(3) The power to make rules under section 411 of the 1986 Act is to apply for the purpose of giving effect to this Part as it applies for the purpose of giving effect to Parts 1 to 7 of that Act (and, accordingly, as if references in that section to those Parts included references to this Part).

(4) Section 413(2) of the 1986 Act (duty to consult Insolvency Rules Committee about rules) is not to apply to rules made under section 411 of the 1986 Act as a result of this section.

Restrictions on other insolvency procedures

Winding-up orders

74

(1) This section applies if a person other than the Secretary of State petitions for the winding-up of a company which is a universal service provider.

(2) The court is not to exercise its powers on a winding-up petition unless—

(a) notice of the petition has been served on the Secretary of State and OFCOM, and

(b) a period of at least 14 days has elapsed since the service of the last of those notices to be served.

(3) If an application for a postal administration order in relation to the company is made to the court in accordance with section 70(1) before a winding-up order is made on the petition, the court may exercise its powers under section 71 (instead of exercising its powers on the petition).

(4) References in this section to the court's powers on a winding-up petition are to—

(a) its powers under section 125 of the 1986 Act (other than its power of adjournment), and

(b) its powers under section 135 of the 1986 Act.

Voluntary winding up

75

(1) A company which is a universal service provider has no power to pass a resolution for voluntary winding up without the permission of the court.

(2) Permission may be granted by the court only on an application made by the company.

(3) The court is not to grant permission unless—

(a) notice of the application has been served on the Secretary of State and OFCOM, and

(b) a period of at least 14 days has elapsed since the service of the last of those notices to be served.

(4) If an application for a postal administration order in relation to the company is made to the court in accordance with section 70(1) after an application for permission under this section has been made and before it is granted, the court may exercise its powers under section 71 (instead of granting permission).

(5) In this section “a resolution for voluntary winding up” has the same meaning as in the 1986 Act.

Making of ordinary administration orders

76

(1) This section applies if a person other than the Secretary of State makes an ordinary administration application in relation to a company which is a universal service provider.

(2) The court must dismiss the application if—

(a) a postal administration order is in force in relation to the company, or

(b) a postal administration order has been made in relation to the company but is not yet in force.

(3) If subsection (2) does not apply, the court, on hearing the application, must not exercise its powers under paragraph 13 of Schedule B1 to the 1986 Act (other than its power of adjournment) unless—

(a) notice of the application has been served on the Secretary of State and OFCOM,

(b) a period of at least 14 days has elapsed since the service of the last of those notices to be served, and

(4) Paragraph 44 of Schedule B1 to the 1986 Act (interim moratorium) does not prevent, or require the permission of the court for, the making of an application for a postal administration order.

(5) On the making of a postal administration order in relation to a company, the court must dismiss any ordinary administration application made in relation to the company which is outstanding.

(6) In this section “ordinary administration application” means an application in accordance with paragraph 12 of Schedule B1 to the 1986 Act.

Administrator appointments by creditors etc

77

(1) Subsections (2) to (4) make provision about appointments under paragraph 14 or 22 of Schedule B1 to the 1986 Act (powers to appoint administrators) in relation to a company which is a universal service provider.

(2) If in any case—

(a) a postal administration order is in force in relation to the company,

(b) a postal administration order has been made in relation to the company but is not yet in force, or

a person may not take any step to make an appointment.

(3) In any other case, an appointment takes effect only if each of the following conditions are met.

(4) The conditions are—

(a) that a copy of every document in relation to the appointment that is filed or lodged with the court in accordance with paragraph 18 or 29 of Schedule B1 to the 1986 Act has been served on the Secretary of State and OFCOM,

(b) that a period of 14 days has elapsed since the service of the last of those copies to be served,

(c) that there is no outstanding application to the court for a postal administration order in relation to the company, and

(d) that the making of an application for a postal administration order in relation to the company has not resulted in the making of a postal administration order which is in force or is still to come into force.

(5) Paragraph 44 of Schedule B1 to the 1986 Act (interim moratorium) does not prevent, or require the permission of the court for, the making of an application for a postal administration order at any time before the appointment takes effect.

Enforcement of security

78

(1) A person may not take any step to enforce a security over property of a company which is a universal service provider unless—

(a) notice of the intention to do so has been served on the Secretary of State and OFCOM, and

(b) a period of at least 14 days has elapsed since the service of the last of those notices to be served.

(2) In the case of a foreign company which is a universal service provider, the reference to the property of the company is to its property in the United Kingdom.

Financial support for companies in administration

Grants and loans

79

(1) This section applies if a postal administration order has been made in relation to a company.

(2) The Secretary of State may, with the consent of the Treasury, make grants or loans to the company of such amounts as it appears to the Secretary of State appropriate for achieving the objective of the postal administration.

(3) The grants or loans may be made in whatever manner, and on whatever terms, the Secretary of State considers appropriate.

(4) The terms on which the grants may be made include, in particular, terms requiring the whole or a part of the grants to be repaid to the Secretary of State if there is a contravention of the other terms on which they are made.

(5) The terms on which loans may be made include, in particular, terms requiring—

(a) the loans to be repaid at such times and by such methods as the Secretary of State may, with the consent of the Treasury, from time to time direct, and

(b) interest to be paid on the loans at such rates and at such times as the Secretary of State may, with the consent of the Treasury, from time to time direct.

(6) The Secretary of State must pay sums received as a result of this section into the Consolidated Fund.

Indemnities

80

(1) This section applies if a postal administration order has been made in relation to a company.

(2) The Secretary of State may, with the consent of the Treasury, agree to indemnify persons in respect of one or both of the following—

(a) liabilities incurred in connection with the exercise and performance of powers and duties by the postal administrator, and

(b) loss or damage sustained in that connection.

(3) The agreement may be made in whatever manner, and on whatever terms, the Secretary of State considers appropriate.

(4) As soon as practicable after agreeing to indemnify persons under this section, the Secretary of State must lay a statement of the agreement before Parliament.

(5) If sums are paid by the Secretary of State in consequence of an indemnity agreed to under this section, the company must pay the Secretary of State—

(a) such amounts in or towards the repayment to the Secretary of State of those sums as the Secretary of State may, with the consent of the Treasury, direct, and

(b) interest on amounts outstanding under this subsection at such rates as the Secretary of State may, with the consent of the Treasury, direct.

(6) The payments must be made by the company at such times and in such manner as the Secretary of State may, with the consent of the Treasury, determine.

(7) Subsection (5) does not apply in the case of a sum paid by the Secretary of State for indemnifying a person in respect of a liability to the company.

(8) If a sum has been paid out in consequence of an indemnity agreed to under this section, the Secretary of State must lay a statement relating to that sum before Parliament—

(a) as soon as practicable after the end of the financial year in which the sum is paid out, and

(b) if subsection (5) applies to the sum, as soon as practicable after the end of each subsequent financial year in relation to which the repayment condition has not been met.

(9) The repayment condition is met in relation to a financial year if—

(a) the whole of the sum has been repaid to the Secretary of State before the beginning of the year, and

(b) the company was not at any time during the year liable to pay interest on amounts that became due in respect of the sum.

(10) The power of the Secretary of State to agree to indemnify persons—

(a) is confined to a power to agree to indemnify persons in respect of liabilities, loss and damage incurred or sustained by them as relevant persons, but

(b) includes power to agree to indemnify persons (whether or not they are identified or identifiable at the time of the agreement) who subsequently become relevant persons.

(11) The following are relevant persons for the purposes of this section—

(a) the postal administrator,

(b) an employee of the postal administrator,

(d) a partner or employee of a firm of which the postal administrator is an employee,

(e) a partner of a firm of which the postal administrator was an employee or partner at a time when the order was in force,

(f) a body corporate which is the employer of the postal administrator,

(g) an officer, employee or member of such a body corporate, and

(h) a Scottish firm which is the employer of the postal administrator or of which the postal administrator is a partner.

(12) For the purposes of subsection (11)—

(a) references to the postal administrator are to be read, where two or more persons are appointed as the postal administrator, as references to any one or more of them, and

(b) references to a firm of which a person was a partner or employee at a particular time include a firm which holds itself out to be the successor of a firm of which the person was a partner or employee at that time.

(13) The Secretary of State must pay sums received as a result of subsection (5) into the Consolidated Fund.

Guarantees where postal administration order is made

81

(1) This section applies if a postal administration order has been made in relation to a company.

(2) The Secretary of State may, with the consent of the Treasury, guarantee—

(a) the repayment of any sum borrowed by the company while that order is in force,

(b) the payment of interest on any sum borrowed by the company while that order is in force, and

(c) the discharge of any other financial obligation of the company in connection with the borrowing of any sum while that order is in force.

(3) The Secretary of State may give the guarantees in such manner, and on such terms, as the Secretary of State considers appropriate.

(4) As soon as practicable after giving a guarantee under this section, the Secretary of State must lay a statement of the guarantee before Parliament.

(5) If sums are paid out by the Secretary of State under a guarantee given under this section, the company must pay the Secretary of State—

(a) such amounts in or towards the repayment to the Secretary of State of those sums as the Secretary of State may, with the consent of the Treasury, direct, and

(b) interest on amounts outstanding under this subsection at such rates as the Secretary of State may, with the consent of the Treasury, direct.

(6) The payments must be made by the company at such times, and in such manner, as the Secretary of State may, with the consent of the Treasury, from time to time direct.

(7) If a sum has been paid out under a guarantee given under this section, the Secretary of State must lay a statement relating to that sum before Parliament—

(a) as soon as practicable after the end of the financial year in which the sum is paid out, and

(b) as soon as practicable after the end of each subsequent financial year in relation to which the repayment condition has not been met.

(8) The repayment condition is met in relation to a financial year if—

(a) the whole of the sum has been repaid to the Secretary of State before the beginning of the year, and

(b) the company was not at any time during the year liable to pay interest on amounts that became due in respect of the sum.

(9) The Secretary of State must pay sums received as a result of subsection (5) into the Consolidated Fund.

(10) In this section “financial year” means a period of 12 months ending with 31 March.

Modifications of regulatory conditions etc

Regulatory powers exercisable during postal administration

82

(1) This section applies if a postal administration order has been made.

(2) The Secretary of State may by order modify the universal postal service order made by OFCOM under section 30.

An order under this subsection is subject to negative resolution procedure.

(3) Before modifying that order, the Secretary of State must consult—

(a) OFCOM, and

(b) such other persons as the Secretary of State considers appropriate.

(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5) The Secretary of State may by order amend section 31.

(6) An order under subsection (5)—

(a) is subject to approval after being made, and

(b) may include such amendments of Part 3 as the Secretary of State considers necessary or expedient in consequence of any provision made by the order.

(7) The Secretary of State may modify or revoke any regulatory condition if the Secretary of State considers it appropriate to do so for, or in connection with, achieving the objective of the postal administration.

(8) The Secretary of State's power to make modifications includes power to make incidental, supplementary, consequential, transitional or transitory modifications.

(9) Before modifying or revoking a regulatory condition, the Secretary of State must consult—

(a) OFCOM,

(b) the person whose condition is being modified or revoked, and

(10) The Secretary of State must publish every modification or revocation of a regulatory condition made under this section.

(11) The publication must be in such manner as the Secretary of State considers appropriate.

(12) The provisions of Part 3 (including section 29) other than—

(a) sections 57 to 60 (appeals), and

(b) paragraph 3 of Schedule 6 (procedure for modifying or revoking regulatory conditions),

apply in relation to the modification or revocation by the Secretary of State of regulatory conditions as they apply in relation to the modification or revocation by OFCOM of regulatory conditions.

(13) The power conferred by subsection (2) or (5) may not be exercised at any time after the postal administration order has ceased to be in force.

(14) Any duty to consult under this section may be met by consultation before the making of the postal administration order.

Regulatory conditions to secure funding of postal administration order

83

(1) The modifications that may be made under section 82 include, in particular, modifications of any price control provision contained in a regulatory condition for the purpose of raising such amounts as may be determined by the Secretary of State.

(2) The modified condition may require the person on whom it is imposed to pay those amounts to such persons as may be so determined for the purpose of—

(a) their applying those amounts in making good any shortfall in the property available for meeting the expenses of the postal administration, or

(b) enabling those persons to secure that those amounts are so applied.

(3) The modified condition may require the person on whom it is imposed to apply amounts paid to it as result of this section in making good any shortfall in the property available for meeting the expenses of the postal administration.

(4) For the purposes of this section “price control provision” means—

(a) provision as to the tariffs that are to be used as mentioned in section 36(4) (designated USP condition: tariffs), or

(b) provision as to prices that may be charged for the giving of access under an access condition (within the meaning of Part 3).

(5) For the purposes of this section—

(a) there is a shortfall in the property available for meeting the costs of a postal administration if the property available (apart from this section) for meeting relevant debts is insufficient for meeting them, and

(b) amounts are applied in making good that shortfall if they are paid in or towards discharging so much of a relevant debt as cannot be met out of the property otherwise available for meeting relevant debts.

(6) In this section “relevant debt”, in relation to a case in which a company is or has been subject to a postal administration order, means an obligation—

(a) to make payments in respect of the expenses or remuneration of any person as the postal administrator of the company,

(b) to make a payment in discharge of a debt or other liability of the company arising out of a contract entered into at a time when the order was in force by the person who at that time was the postal administrator of the company,

(d) to repay a loan made to the company under section 79 or to pay interest on such a loan,

(e) to make a payment under section 80(5), or

(f) to make a payment under section 81(5).

Supplementary provisions

Modification of Part 4 under Enterprise Act 2002

84

The power to modify or apply enactments conferred on the Secretary of State by—

(a) sections 248 and 277 of the Enterprise Act 2002 (amendments consequential on that Act), and

(b) section 254 of that Act (power to apply insolvency law to foreign companies),

includes power to make such consequential modifications of this Part as the Secretary of State considers appropriate in connection with any other provision made under any of those sections.

Interpretation of Part 4

85

(1) In this Part—

“the 1986 Act” means the Insolvency Act 1986,

“business”, “member”, “property” and “security” have the same meaning as in the 1986 Act,

“company” means—a company registered under the Companies Act 2006, oran unregistered company,

“the court”, in relation to a company, means the court having jurisdiction to wind up the company,

“foreign company” means a company incorporated outside the United Kingdom,

“objective of the postal administration” is to be read in accordance with section 69,

“postal administration order” has the meaning given by section 68(1),

“postal administration rules” means rules made under section 411 of the 1986 Act as a result of section 73 above,

“postal administrator” has the meaning given by section 68(2) and is to be read in accordance with subsection (3) below,

“Scottish firm” means a firm constituted under the law of Scotland,

“UK affairs, business and property”, in relation to a company, means—its affairs and business so far as carried on in the United Kingdom, andits property in the United Kingdom, and

“unregistered company” means a company that is not registered under the Companies Act 2006.

(2) Any expression which is used in this Part and in Part 3 has the same meaning in this Part as in that Part.

(3) In this Part references to the postal administrator of a company—

(a) include a person appointed under paragraph 91 or 103 of Schedule B1 to the 1986 Act, as applied by Part 1 of Schedule 10 to this Act, to be the postal administrator of the company, and

(b) if two or more persons are appointed as the postal administrator of the company, are to be read in accordance with the provision made under section 72(5).

(4) References in this Part to a person qualified to act as an insolvency practitioner in relation to a company are to be read in accordance with Part 13 of the 1986 Act, but as if references in that Part to a company included a company registered under the Companies Act 2006 in Northern Ireland.

(5) For the purposes of this Part an application made to the court is outstanding if it—

(a) has not yet been granted or dismissed, and

(b) has not been withdrawn.

(6) An application is not to be taken as having been dismissed if an appeal against the dismissal of the application, or a subsequent appeal, is pending.

(7) An appeal is to be treated as pending for this purpose if—

(a) an appeal has been brought and has not been determined or withdrawn,

(b) an application for permission to appeal has been made but has not been determined or withdrawn, or

(8) References in this Part to Schedule B1 to the 1986 Act, or to a provision of that Schedule (except the references in subsection (2) above), are to that Schedule or that provision without the modifications made by Part 1 of Schedule 10 to this Act.

Partnerships

86

(1) The Lord Chancellor may, by order made with the concurrence of the Secretary of State and the Lord Chief Justice, apply (with or without modifications) any provision of this Part in relation to partnerships.

(2) An order under subsection (1) is subject to negative resolution procedure.

(3) Subsection (1) does not apply in relation to Scottish firms.

(4) The Lord Chief Justice may nominate a judicial office holder (as defined in section 109(4) of the Constitutional Reform Act 2005) to exercise the function of the Lord Chief Justice under subsection (1).

(5) The Secretary of State may by order apply (with or without modifications) any provision of this Part in relation to Scottish firms.

(6) An order under subsection (5) is subject to negative resolution procedure.

Northern Ireland

87

(1) This section makes provision about the application of this Part to Northern Ireland.

(2) Any reference to any provision of the 1986 Act is to have effect as a reference to the corresponding provision of the Insolvency (Northern Ireland) Order 1989.

(3) Section 85(4) is to have effect as if the reference to Northern Ireland were to England and Wales or Scotland.

(4) Section 86 is to have effect as if—

(a) in subsection (1)—

(i) the reference to the Secretary of State were to the Department of Enterprise, Trade and Investment, and

(ii) the reference to the Lord Chief Justice were to the Lord Chief Justice of Northern Ireland, and

(b) for subsection (4) there were substituted—

(4) The Lord Chief Justice of Northern Ireland may nominate— (a) the holder of one of the offices listed in Schedule 1 to the Justice (Northern Ireland) Act 2002, or (b) a Lord Justice of Appeal (as defined in section 88 of that Act), to exercise the function of the Lord Chief Justice of Northern Ireland under subsection (1).

Review of Part 4

88

(1) As soon as reasonably practicable after the end of the review period, the Secretary of State must—

(a) carry out a review of the provisions of this Part, and

(b) set out the conclusions of the review in a report.

(2) The report must, in particular—

(a) set out the objectives intended to be achieved by the regulatory system established by those provisions,

(b) assess the extent to which those objectives have been achieved, and

(c) assess whether those objectives remain appropriate and, if so, the extent to which they could be achieved with a system that imposed less regulation.

(3) The review period is the period of 5 years beginning with the day on which the provisions of this Part come generally into force.

(4) The Secretary of State must lay the report before Parliament.

Part 5 — General

Orders and regulations made by Ministers of Crown

89

(1) This section applies to orders and regulations under this Act made by the Secretary of State, the Minister for the Civil Service, the Treasury or the Lord Chancellor.

(2) Any order or regulations may—

(a) contain incidental, supplementary, consequential, transitional, transitory or saving provision, and

(b) make different provision for different cases or circumstances or for different areas.

(3) Any order or regulations are to be made by statutory instrument.

(4) Where any order or regulations are subject to “affirmative resolution procedure” the order or regulations may not be made unless a draft of the statutory instrument containing the order or regulations has been laid before, and approved by a resolution of, each House of Parliament.

(5) Where any order is subject to “approval after being made”, the order—

(a) must be laid before Parliament after being made, and

(b) ceases to have effect at the end of the period of 28 days beginning with the day on which it was made unless, during that period, it is approved by a resolution of each House of Parliament.

(6) In reckoning the period of 28 days no account is to be taken of any time—

(a) during which Parliament is dissolved or adjourned, or

(b) during which both Houses are adjourned for more than 4 days.

(7) The order ceasing to have effect does not affect—

(a) anything previously done under it, or

(b) the making of a new order.

(8) Where any order or regulations are subject to “negative resolution procedure” the statutory instrument containing the order or regulations is subject to annulment in pursuance of a resolution of either House of Parliament.

(9) Any provision that may be made by any order or regulations subject to negative resolution procedure may be included in an order or regulations subject to affirmative resolution procedure (in which case negative resolution procedure does not apply to the order or regulations).

Minor definitions

90

In this Act—

“enactment” includes—an enactment contained in subordinate legislation within the meaning of the Interpretation Act 1978,an enactment contained in, or in an instrument made under, an Act of the Scottish Parliament,an enactment contained in, or in an instrument made under, Northern Ireland legislation, andan enactment contained in, or in an instrument made under, a Measure or Act of the National Assembly for Wales, and

“OFCOM” means the Office of Communications.

Minor and consequential amendments

91

(1) Schedule 12 contains minor and consequential amendments (including repeals).

(2) In that Schedule—

Part 1 makes provision in relation to the Postal Services Act 2000,

Part 2 makes provision in relation to the Communications Act 2003, and

Part 3 makes provision in relation to other enactments.

(3) The Minister for the Civil Service, the Secretary of State or the Treasury may by order make such other provision amending, repealing, revoking or otherwise modifying any enactment as they consider necessary or expedient in consequence of any provision made by this Act.

(4) An order under subsection (3) is subject to negative resolution procedure.

Financial provisions

92

There is to be paid out of money provided by Parliament—

(a) any expenditure incurred by a Minister of the Crown or the Postal Services Commission by virtue of this Act, and

(b) any increase attributable to this Act in the sums payable under any other Act out of money so provided.

Short title, commencement and extent

93

(1) This Act may be cited as the Postal Services Act 2011.

(2) The following provisions of this Act come into force on the day on which this Act is passed—

(a) section 43 and Schedule 4 (recovery of administrative charges incurred by OFCOM),

(b) section 66 and Schedule 9 (transitional provisions for Part 3) and the provisions mentioned in that Schedule (to the extent provided),

(d) section 91(3) and (4),

(e) section 92,

(f) this section, and

(g) any other provisions of this Act so far as necessary for the purposes of any of the provisions mentioned above.

(3) The remaining provisions of this Act come into force on such day as the Secretary of State may by order appoint (and different days may be appointed for different purposes).

(4) The Secretary of State may by order make such transitional provision and savings as the Secretary of State considers necessary or expedient in connection with the commencement of any provision made by this Act.

(5) Any amendment or repeal made by this Act has the same extent as the enactment to which it relates.

(6) Subject to that, this Act extends to England and Wales, Scotland and Northern Ireland.

SCHEDULE 1

Introduction

1

In this Schedule—

“transfer scheme” means a transfer scheme under section 8,

“transferee”—in relation to a transfer scheme, means a person to whom property, rights or liabilities are transferred in accordance with the scheme, andin relation to particular property, rights or liabilities transferred or created in accordance with a transfer scheme, means the person to whom that property or those rights or liabilities are transferred or in whose favour, or in relation to whom, they are created,

“transferor”—in relation to a transfer scheme, means a person from whom property, rights or liabilities are transferred in accordance with the scheme, andin relation to particular property, rights or liabilities transferred or created in accordance with a transfer scheme, means the person from whom that property or those rights or liabilities are transferred or the person who or whose property is subject to the interest or right created by the scheme or for whose benefit the liability is created, and

“third party”, in relation to a transfer scheme, means any person other than a transferor or transferee.

Identification of property etc to be transferred

2

(1) A transfer scheme may identify the property, rights and liabilities to be transferred by specifying or describing them.

(2) A transfer scheme may provide for the way in which property, rights or liabilities of any description are to be identified.

Property, rights and liabilities that may be transferred

3

(1) A transfer scheme may transfer—

(a) property situated in any part of the world,

(b) rights and liabilities arising (in any way) under the law of any country or territory.

(2) The property, rights and liabilities that may be transferred by a transfer scheme include—

(a) property, rights and liabilities acquired or arising after the scheme has been made but before the time specified under paragraph 6(1),

(b) rights and liabilities arising after that time in respect of matters occurring before that time,

(3) The transfers to which effect may be given by a transfer scheme include ones that are to take effect as if there were no such contravention, liability or interference with any interest or right as there would otherwise be by reason of any provision having effect in relation to the terms on which the transferor is entitled or subject to anything to which the transfer relates.

(4) In sub-paragraph (3) the reference to any provision is a reference to any provision, whether under an enactment or agreement or otherwise.

(5) Sub-paragraph (3) has effect where shares in a subsidiary of the transferor are transferred as if the reference to the terms on which the transferor is entitled or subject to anything to which the transfer relates included a reference to the terms on which the subsidiary is entitled or subject to anything immediately before the transfer takes effect.

Dividing and modifying transferor’s property, rights and liabilities

4

(1) A transfer scheme may contain provision—

(a) for the creation, in favour of a transferor or transferee, of an interest or right in or in relation to property or rights transferred in accordance with the scheme,

(b) for giving effect to a transfer by the creation, in favour of the transferee, of an interest or right in or in relation to property or rights retained by a transferor, and

(c) for the creation of new rights and liabilities (including rights of indemnity and duties to indemnify) as between different transferees and as between a transferee and a transferor.

(2) A transfer scheme may contain provision for the creation of rights and liabilities for the purpose of converting arrangements between different parts of a transferor's undertaking into a contract—

(a) between different transferees, or

(b) between a transferee and a transferor.

(3) A transfer scheme may contain provision—

(a) for rights and liabilities to be transferred so as to be enforceable by or against more than one transferee or by or against both the transferee and the transferor, and

(b) for rights and liabilities enforceable against more than one person in accordance with provision falling within paragraph (a) to be enforceable in different or modified respects by or against each or any of them.

(4) A transfer scheme may contain provision for interests, rights or liabilities of third parties in relation to anything to which the scheme relates to be modified in the manner set out in the scheme.

(5) Paragraph 3(2)(c) and (3) apply to the creation of interests and rights as they apply to the transfer of interests and rights.

Obligation to effect transfers etc

5

(1) A transfer scheme may impose on a transferee or transferor an obligation—

(a) to enter into an agreement (specified or described in the scheme) with another person on whom a corresponding obligation is, could be or has been imposed as a result of this paragraph (whether in the same or a different scheme), or

(b) to execute an instrument (specified or described in the scheme) in favour of such a person.

(2) A transfer scheme that imposes such an obligation may provide that paragraph 3(3) applies (to the extent specified in the scheme) in relation to—

(a) a transfer made by or under an agreement or instrument made in pursuance of the obligation, and

(b) interests or rights created by or under such an agreement or instrument.

(3) Subject to that, nothing in paragraph 3 enables—

(a) an agreement or instrument made in pursuance of such an obligation, or

(b) anything done under such an agreement or instrument,

to give effect to a transfer, or to create an interest or right, that could not otherwise have been made or created by or under the agreement or instrument.

(4) An obligation imposed as a result of sub-paragraph (1) may be enforced by the person with, or in favour of, whom the agreement or instrument is to be entered into or executed, in proceedings for any of the following—

(a) an injunction,

(b) specific performance of a statutory duty under section 45 of the Court of Session Act 1988,

Effect of transfer scheme: general

6

(1) At the time specified in the scheme—

(a) the property, rights and liabilities to be transferred in accordance with the scheme, and

(b) the interests, rights and liabilities to be created in accordance with the scheme,

are, as a result of this sub-paragraph, to vest in the transferee.

(2) Sub-paragraph (1) is subject to any provision of the scheme that provides that the transfer or creation of any property, interests, rights or liabilities is to be effected by or under an agreement or instrument entered into or executed in pursuance of an obligation imposed by virtue of paragraph 5(1).

Effect of transfer scheme on right to terminate or modify interest etc

7

(1) This paragraph applies where a person would otherwise be entitled, in consequence of anything done or likely to be done by or under this Act in connection with a transfer scheme—

(a) to terminate, modify, acquire or claim an interest or right, or

(b) to treat an interest or right as modified or terminated.

(2) The entitlement—

(a) is not enforceable in relation to the interest or right until after the transfer of the interest or right by the scheme, and

(b) after that transfer, is enforceable in relation to the interest or right only in so far as the scheme contains provision for the interest or right to be transferred subject to whatever confers the entitlement.

(3) Where shares in a subsidiary of the transferor are transferred, sub-paragraph (2) has effect in relation to an interest or right of the subsidiary as if the references to the transfer of the interest or right included a reference to the transfer of the shares.

(4) A transfer scheme that (as a result of paragraph 5(1)) contains an obligation to enter into or execute an agreement or instrument may provide for sub-paragraphs (1) to (3) to apply to interests or rights affected by—

(a) the agreement or instrument, or

(b) a proposal for the agreement or for the execution of the instrument.

(5) Where the scheme does so provide, sub-paragraphs (1) to (3) apply in relation to the interests or rights as if references there to the transfer scheme included the agreement or instrument.

Supplementary provisions of schemes

8

(1) A transfer scheme may—

(a) contain incidental, supplementary, consequential, transitional, transitory or saving provision, and

(b) make different provision for different cases or circumstances.

(2) Nothing in paragraphs 9 to 13 limits sub-paragraph (1).

(3) In those paragraphs any reference to a transfer in accordance with a transfer scheme includes the creation in accordance with a transfer scheme of an interest, right or liability.

9

(1) A transfer scheme may provide, in relation to transfers in accordance with the scheme—

(a) for a transferee to be treated as the same person in law as the transferor,

(b) for agreements made, transactions effected or other things done by or in relation to the transferor to be treated, so far as may be necessary for the purposes of or in connection with the transfers, as made, effected or done by or in relation to a transferee,

(c) for references in any document to the transferor, or to an employee or office holder of the transferor, to have effect, so far as may be necessary for the purposes of or in connection with any of the transfers, with such modifications as are specified in the scheme, and

(d) for proceedings commenced by or against the transferor to be continued by or against a transferee.

(2) In sub-paragraph (1)(c) “document” includes an agreement or instrument, but does not include an enactment.

10

(1) A transfer scheme may contain provision about—

(a) the transfer of foreign property, rights and liabilities,

(b) the creation of foreign rights, interests and liabilities.

(2) For the purposes of this paragraph property, or a right, interest or liability, is “foreign” if an issue relating to it arising in any proceedings would (in accordance with the rules of private international law) be determined under the law of a country or territory outside the United Kingdom.

11

(1) A transfer scheme may contain provision for and in connection with the payment of compensation to third parties whose property, rights, interests or liabilities have been affected by (or as a result of) a transfer scheme.

(2) The provision may provide for the appointment of an arbitrator to determine disputes about compensation.

12

A transfer scheme may make provision for disputes as to the effect of the scheme—

(a) between different transferees, or

(b) between a transferee and a transferor,

to be referred to such arbitration as may be specified in or determined under the scheme.

13

(1) This paragraph applies if, in consequence of a transfer scheme, a person (“P”) is entitled to possession of a document relating in part to the title to, or to the management of, land or other property.

(2) If the land or other property is in England and Wales—

(a) the scheme may provide for P to be treated as having given another person an acknowledgement in writing of the other person's right to production of the document and to delivery of copies of it, and

(b) section 64 of the Law of Property Act 1925 (production and safe custody of documents) is to apply to the acknowledgement and is to apply on the basis that the acknowledgement does not contain an expression of contrary intention.

(3) If the land or other property is in Scotland, section 16(1) of the Land Registration (Scotland) Act 1979 (omission of certain clauses in deeds) has effect in relation to the transfer as if—

(a) the transfer had been effected by deed, and

(b) the words “unless specially qualified” were omitted from that subsection.

(4) If the land or other property is in Northern Ireland—

(a) the scheme may provide for P to be treated as having given another person an acknowledgement in writing of the other person's right to production of the document and to delivery of copies of it, and

(b) section 9 of the Conveyancing Act 1881 (which corresponds to section 64 of the 1925 Act) is to apply to the acknowledgement and is to apply on the basis that the acknowledgement does not contain an expression of contrary intention.

Proof of title by certificate

14

A certificate issued by the Secretary of State to the effect that any property, interest, right or liability vested (in accordance with a transfer scheme) in a person specified in the certificate at a time so specified is conclusive evidence of the matters so specified.

Staff

15

The Transfer of Undertakings (Protection of Employment) Regulations 2006 apply to a transfer (under a transfer scheme) of rights and liabilities under a contract of employment (whether or not the transfer would otherwise be a relevant transfer for the purposes of those regulations).

16

If an employee of the transferor becomes an employee of a transferee as a result of a transfer scheme—

(a) a period of employment with the transferor is to be treated as a period of employment with the transferee, and

(b) the transfer to the transferee is not to be treated as a break in service.

Modification of scheme

17

(1) If—

(a) before the end of the period of 3 years beginning with the time specified under paragraph 6(1), the transferor and transferee agree in writing that the scheme is to be treated as having come into force at that time with such modifications as are specified in the agreement, and

(b) the Secretary of State, with the consent of the Treasury, approves the agreement,

the scheme as modified is to be treated for all purposes as having come into force at that time.

(2) An agreement under this paragraph may, in connection with giving effect to modifications to the scheme—

(a) contain incidental, supplementary, consequential, transitional, transitory or saving provision, and

(b) make different provision for different cases or circumstances.

Disapplication of certain company law provisions etc

18

Nothing in—

(a) Part 23 of the Companies Act 2006 (distributions), or

(b) any rule of law relating to distributions by companies or the maintenance of capital by companies,

applies in relation to a transfer of property, rights or liabilities, or the creation of rights or interests, by or under a transfer scheme.

19

For the purposes of any enactment none of the following persons are to be regarded as shadow directors of a transferor or transferee in relation to anything done by or under a transfer scheme—

(a) the Secretary of State or the Treasury (or a nominee of either of them), or

(b) a person employed by, or acting on behalf of, anyone within paragraph (a).

SCHEDULE 2

Transfer of securities of subsidiaries of original holding company to Crown etc

1

(1) This paragraph applies where—

(a) there is a disposal of securities of a subsidiary of the original holding company to the Secretary of State or the Treasury (or a nominee of either of them) or to a company wholly owned by the Crown, and

(b) immediately before the disposal, the subsidiary was wholly owned by the original holding company.

(2) For the purposes of the Taxation of Chargeable Gains Act 1992 the disposal is to be treated in relation to—

(a) the person making the disposal, and

(b) the person to whom the disposal is made,

as made for a consideration such that no gain or loss accrues to the person making the disposal.

(3) The degrouping provisions are not to apply by reason of the disposal or any agreement to make the disposal (if they otherwise would).

(4) In this Schedule a “degrouping provision” means—

(a) section 179 of the Taxation of Chargeable Gains Act 1992 (company ceasing to be member of group), or

(b) paragraph 3 of Schedule 7 to the Finance Act 2003 (withdrawal of SDLT group relief).

(5) Stamp duty is not chargeable on the instrument effecting the disposal.

(6) This paragraph applies whether or not the disposal is made by or under a transfer scheme under section 8.

2

(1) This paragraph applies where—

(a) paragraph 1(3) has applied at any time in relation to a disposal or an agreement to make a disposal,

(b) there is a subsequent disposal of securities of the subsidiary in relation to which paragraph 1(3) does not apply, and

(c) immediately before the subsequent disposal or the making of an agreement to make it, the subsidiary was a member of a new group.

(2) For the purposes of the application of a degrouping provision in the case of that disposal or agreement—

(a) the company from which the subsidiary acquired relevant assets or chargeable interests is to be treated as if it had been a member of the new group at the time the relevant assets or chargeable interests were acquired, and

(b) that company is to be treated as if it were a member of the new group immediately before the disposal or the making of the agreement mentioned in sub-paragraph (1)(c).

(3) “Relevant assets or chargeable interests” means assets or chargeable interests in relation to which, but for paragraph 1(3), the degrouping provision in question would have applied by reason of the disposal or agreement mentioned in sub-paragraph (1)(a).

(4) In this paragraph—

(a) references to a group have the same meaning as in the degrouping provision in question, and

(b) references to a new group are to a group other than a group of which the subsidiary was a member immediately before the making of a disposal or an agreement in relation to which paragraph 1(3) applied.

Transfers of property, rights and liabilities by transfer schemes

3

In paragraphs 4 to 6—

a “relevant transfer” means a transfer of any property, rights or liabilities by or under a transfer scheme under section 8, and

“transferor” and “transferee” have the same meaning as in Schedule 1.

4

For the purposes of the Taxation of Chargeable Gains Act 1992 a disposal constituted by a relevant transfer is to be treated in relation to the transferor and transferee as made for a consideration such that no gain or loss accrues to the transferor.

5

For the purposes of Chapter 4 of Part 5 of the Corporation Tax Act 2009 (loan relationships: continuity of treatment on transfers within groups or on reorganisations) the transferor and transferee are to be treated in relation to a relevant transfer as if, for the purposes of the transfer, they were members of the same group.

6

(1) For the purposes of Part 8 of the Corporation Tax Act 2009 (intangible fixed assets) a relevant transfer of a chargeable intangible asset is to be treated as tax-neutral.

(2) Part 4 of the Taxation (International and Other Provisions) Act 2010 (transfer pricing) does not apply in relation to a transfer to which sub-paragraph (1) applies.

(3) For the purposes of section 882 of the Corporation Tax Act 2009 (application of Part 8 to assets created or acquired on or after 1 April 2002) assets acquired by a transferee on a relevant transfer are to be treated as if they were acquired from a person who at the time of the acquisition was a related party.

Transfers of securities of original holding company or its subsidiaries

7

(1) This paragraph applies where—

(a) there is a disposal of securities of the original holding company or any of its subsidiaries, and

(b) immediately before the disposal, the original holding company or (as the case may be) the subsidiary was a 51% subsidiary of the Crown.

(2) The degrouping provisions are not to apply by reason of the disposal or any agreement to make the disposal (if they otherwise would).

(3) For the purposes of this paragraph “51% subsidiary” has the same meaning as it has for the purposes of the Corporation Tax Acts (see Chapter 3 of Part 24 of the Corporation Tax Act 2010), but—

(a) the Crown is to be treated as a body corporate, and

(b) for the purpose of determining beneficial ownership the making of an agreement to make the disposal is to be ignored.

8

(1) This paragraph applies where—

(a) paragraph 7 has applied at any time in relation to a disposal or an agreement to make a disposal,

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Postal Services Act 2011

Provision that may be made by consumer protection conditions

52

General provisions

Imposition, modification or revocation of regulatory conditions

53

Enforcement of regulatory requirements

54

Information

55

General restriction on disclosure of information

56

Appeals

Decisions by OFCOM to impose regulatory conditions, penalties etc

57

Appeals from the CAT

58

Price control decisions

59

Section 59: supplementary

60

Supplementary and consequential provisions

Duties in relation to social and environmental matters

61

UK postage stamps bearing image of Her Majesty

62

Orders, schemes and regulations made by OFCOM

63

Abolition of Postal Services Commission etc

64

Interpretation of Part 3 etc

65

Transitional provisions for Part 3

66

Review of Part 3

67

Part 4 — Special administration regime

Postal administration orders

Postal administration orders

68

Objective of a postal administration

69

Applications for postal administration orders

70

Powers of court

71

Postal administrators

72

Conduct of administration, transfer schemes etc

73

Restrictions on other insolvency procedures

Winding-up orders

74

Voluntary winding up

75

Making of ordinary administration orders

76

Administrator appointments by creditors etc

77

Enforcement of security

78

Financial support for companies in administration

Grants and loans

79

Indemnities

80

Guarantees where postal administration order is made

81

Modifications of regulatory conditions etc

Regulatory powers exercisable during postal administration

82

Regulatory conditions to secure funding of postal administration order

83

Supplementary provisions

Modification of Part 4 under Enterprise Act 2002

84

Interpretation of Part 4

85

Partnerships

86